Back to the Old Form: FTC Resumes Prior HSR Regime Following Stay Denial

On March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied the Federal Trade Commission’s (“FTC”) motion for a stay pending appeal of a district court ruling that invalidated the sweeping Hart-Scott-Rodino (“HSR”) rule changes implemented last year (the “2025 HSR Rule”). As a result, the judgment vacating the 2025 HSR Rule is effective immediately and the form that was in place prior to the new rule (the “Old Form”) is now the operative HSR form. This change will significantly reduce the burden on parties required to submit HSR notification filings in connection with proposed acquisitions.

The 2025 HSR Rule, which substantially increased disclosure burdens upon its implementation on February 10, 2025, was challenged in January 2025 by the Chamber of Commerce, Business Roundtable, American Investment Council, and Longview Chamber of Commerce for violating the Administrative Procedure Act. After a year of litigation, the district court held on February 12, 2026 that the 2025 HSR Rule exceeded the FTC’s statutory authority and was arbitrary and capricious, finding that the agency failed to demonstrate that the rule’s benefits reasonably outweighed its significant compliance costs. This decision effectively halts the requirements for the expanded disclosures introduced last year, including mandatory “Supervisory Deal Team Lead” documents, narrative descriptions of competitive overlaps and supply relationships, the production of ordinary course business plans and reports, certain officer and director disclosures, and several other requirements.

The district court’s decision will now go into effect as the FTC continues its appeal process. The FTC’s Premerger Notification Office (“PNO”) has already announced that it is now accepting filings using the Old Form. While the FTC will continue to accept filings made under the now-vacated 2025 HSR Rule for parties who choose to submit them voluntarily, the PNO is updating its website to provide the Old Form materials for all users. Parties preparing upcoming filings may now pivot back to the Old Form, which is significantly less burdensome. There are no changes to HSR filing fees or the thresholds that determine which transactions are reportable. (For the current filing fees and thresholds, see our previous alert).

Although the Fifth Circuit denied the stay without providing detailed reasoning, the underlying litigation will continue, and a successful appeal by the FTC could result in the future reinstatement of the 2025 HSR Rule. This denial is particularly noteworthy because the factors a court considers when reviewing a stay motion include the applicant’s likelihood of success on the merits, balancing the equities and the public interest, and the potential for irreparable harm. We are continuing to monitor the FTC’s updates and will provide further guidance as the agency formalizes the transition back to the prior premerger notification standards.

This information is provided by Vinson & Elkins LLP for educational and informational purposes only and is not intended, nor should it be construed, as legal advice.